Nature’s Miracle Holding Inc美股招股说明书(2025-07-28版)

Purchase Facility Agreement, dated as of May 6, 2025 (the “Initial EPFA”), as amended by the Amended Equity FinancingAgreement, dated as of July 25, 2025 (the “Amended EPFA”), for a period of 24 months from the date of this prospectus (the“Term”); (ii) the offer and sale of 1,503,759 shares of Common Stock to be issued to the Investor or its designees (together referred to as the “Selling Stockholders”) as an equity incentive (“Commitment Shares”) upon the execution of the EPFA; and (iii) the offerand resale or other disposition from time to time by the Selling Stockholders of up to 2,678,571 shares of our Common Stock (the“Conversion Shares”) that may be issued upon the conversion of the 250 shares of Series A Preferred Stock, $0.0001 par value (the“Series A Shares”) that were issued to the Selling Stockholders on May 6, 2025 pursuant to a Securities Purchase Agreement (the“SPA”). You should read this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is qualifiedby reference to the prospectus, except to the extent that the information contained in this prospectus supplement supersedes theinformation contained in the prospectus. This prospectus supplement is not complete without, and may not be utilized except inconnection with, the prospectus, including any amendments or additional supplements thereto.Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” beginning on page 14 of the prospectus, and under similar headings in any amendment orsupplements to this prospectus. Company entering into the Amended EPFA. Pursuant to the Initial EPFA, throughout the 24-month term of the EPFA (the “Term”),the Investor will be obligated to buy registered Common Stock from time to time (each a “Purchase”), when directed by the Companythrough a notice to Investor (“Purchase Notice”) delivered on trading days (“Purchase Notice Date”), and no Purchase would be Investor entered into the Amended EPFA solely to increase the maximum amount of Purchases from $500,000 to $2,000,000.Accordingly, the information contained in each of: the third sentence of the fifth paragraph on the Cover Page, the third sentence of thefirst paragraph, under the heading “Purchases of Shares of our Common Stock Under the EPFA” of page 11, and the sixth sentence of entirety and replaced with the following:No Purchase will be made in an amount equalling less than ten thousand dollars ($10,000) or greater than two million dollars($2,000,000).Except as set forth above, the prospectus remains unchanged.